UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X}     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999

OR

(  )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 0-26975

StockUp.com, Inc.

----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
 Nevada                                88-0417949

--------------------------        ------------------------
(State or other jurisdiction of         (I.R.S. Employer
incorporated or organization)         Identification Number)

333 North Rancho Drive, Ste. 900
Las Vegas, NV  89106

-----------------------------------------------------------
(Address of principal executive offices)

(702) 648-6400

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(Registrant's telephone number, including area code)

Not applicable

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(Former name,  former  address and former  fiscal year,  if changed,  since last
report.)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. YES x/. NO .

Number of shares of Common Stock outstanding at November 23, 1999:

Common Stock, par value $0.001 per share        12,918,271

---------------------------------------    ------------



STOCKUP.COM, INC.

INDEX

PART 1.           FINANCIAL INFORMATION

Page No.

Item 1.           Financial Statements

Balance Sheet as of  September 30, 1999 (Unaudited) 2

Statements  of  Operations  for the Three  Months Ended  September  30, 1999 and
period from February 3, 1999 (inception) to September 30, 1999 (Unaudited) 3

Consolidated  Statement  of Cash  Flow for the  Period  from  February  3,  1999
(inception) to September 30, 1999 (Unaudited) 4

Notes to the Unaudited Consolidated
Financial Statements                                6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations                         17

PART II.                OTHER INFORMATION

Item  1.          Legal Proceedings                          20

Item  2.          Changes in Securities and Use of Proceeds  20

Item  3.          Defaults Upon Senior Securities            20

Item  4.          Submission of Matters to a Vote of Security Holders   20

Item  5.          Other Information                          20

Item  6.          Exhibits and Reports on Form 8-K

(a) Exhibits                                                 20
(b) Reports on Form 8-K                                      20

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET
September 30, 1999 (unaudited)

                                     ASSETS

                               September 30, 1999

                                   (unaudited)

Current assets

     Cash and cash equivalents     $440,345
     Notes receivable - employee    32,800
     Prepaid services               56,922
     Prepaid expenses               28,564

                     Total currents assets       558,631

Furniture and Equipment, net                     600,886
Other assets                                      67,756

                              Total assets    $1,227,273

                LIABILITIES & STOCKHOLDER'S EQUITY

Current liabilities

      Accounts payable and accrued expenses     $742,961

                    Total current liabilities    742,961

Stockholders' equity
        Common stock, $0.001 par value

                    50,000,000 shares authorized
                    12,862,080 (unaudited) issued
                    and outstanding               12,862

      Additional paid-in capital               6,425,064
      Deficit accumulated during
      the development stage                   (5,953,614)

          Total stockholder's equity            $484,312

Total liabilities and stockholder's equity    $1,227,273

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the three Months Ended September 30, 1999 (unaudited)

                                              For the
                                            Period from

                           For the          February 3,
                         Three Months          1999

                            Ended          (Inception) to
                         September 30,      September 30,

                            1999               1999
                         (unaudited)        (unaudited)

Selling, general,       $2,552,652         $4,496,318

and administrative

expenses

Loss from operations    (2,552,652)        (4,496,318)

Other income (expense)

      Interest income        8,292              17,557
      Miscellaneous income     660                 660
      Forgiveness of debt        -              81,822
      Financing expense          -          (1,557,335)

Total other income (expense) 8,952          (1,457,296)

Net Loss              $ (2,543,700)        $(5,953,614)

Basic loss per share        $(0.20)             $(0.47)

Dilutes loss per share      $(0.20)             $(0.47)

Weighted-average         12,733,328         12,613,188
shares outstanding

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

For the Period from February 3, 1999 (Inception) to September 30, 1999
(unaudited)

                      For the Period from February 3, 1999

                        (Inception) to September 30, 1999

                                   (unaudited)

Cash flows from operating activities

  Net loss                                                       $(5,953,614)

Adjustments to reconcile net loss to net cash
   used in operating activities

      Depreciation and amortization                                   126,699
      Common stock issued for services                                100,000
      Financing expense recognized for issuing
        below-market warrants                                         693,000
      Financing expense recognized for issuing

        below-market stock options                                    864,335
      Compensation expense recognized for issuing

        below-market stock options                                    455,115

(Increase) decrease  in

  Notes receivable - employee                                         (32,800)
  Prepaid expenses                                                    (28,564)
  Prepaid services                                                    (56,922)
  Other assets                                                        (67,756)
Increase (decrease) in

  Accounts payable and accrued expenses                                742,961

Net cash used in operating activities                               (3,157,546)

Cash flows from investing activities

 Purchase of furniture and equipment                                  (359,407)

Net cash used in investing activities                                 (359,407)

Cash flows from financing activities

 Proceeds from issuance of common stock, net of offering costs        1,057,298
 Proceeds from private placement of common stock                      3,200,000
 Offering costs                                                       (300,000)

Net cash provided by financing activities                             3,957,298

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (Continued)

For the Period from February 3, 1999 (Inception) to
September 30, 1999 (Unaudited)

                      For the Period from February 3, 1999

                        (Inception) to September 30, 1999

                                   (unaudited)

Net increase in cash and cash equivalents                         $440,345

Cash and cash equivalents, beginning of period                           -

Cash and cash equivalents, end of period                           $440,345



Supplement disclosures of cash flow information

During the period from  February 3, 1999  (inception)  to September 30, 1999 the
Company paid no income taxes or interest.

Supplemental  schedule of non-cash investing and financing activities During the
period  from  February 3, 1999  (inception)  to  September  30, 1999 the Company
acquired  furniture and  equipment  valued at $368,178 in exchange for 9,000,000
shares of the Company's common stock. The equipment is recorded as furniture and
equipment on the accompanying balance sheet.

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three Months Ended September 30, 1999 (unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

StockUp.com,  Inc. (the  "Company") was  incorporated  in Nevada on February 18,
1999 and is developing  second-generation  Internet technology(tm) products that
will be licensed to other websites and  distributed to end users.  The company's
products offer the end user increased levels of customization  and interactivity
Websites deploying the technology will benefit from increased traffic,  enhanced
user retention,  and the ability to build targeted aggregate  marketing profiles
of users.

Courtleigh Capital, Inc. ("Courtleigh"), a Kansas corporation was first
incorporated under the laws of the State of Colorado as ANCR, Inc. on July 30,
1985.  On July 23, 1987, ANCR, Inc. changed its name to CEA Lab, Inc. and on
October 16, 1995 reincorporated in the State of Kansas as CEA Lab, Inc.  On
September 12, 1997, it amended its articles to change its name to Courtleigh
Capital, Inc.  Courtleigh Capital, Inc. commenced trading during December, 1998
under the symbol CTHL on the Over the Counter/Bulletin Board.  On February 2,
1999, Courtleigh Capital, Inc. changed its name to StockUp.com, Inc.
StockUp.com, Inc. a Kansas corporation, formerly Courtleigh Capital, Inc. was
reincorporated in the State of Nevada utilizing the name StockUp.com, Inc. (the
term the "Company" shall refer to the surviving Nevada corporation).  The
Company changed its trading symbol to SKUP effective as of February 22, 1999.

On  December  30,  1998,  Marketing  Direct  Concepts,  Inc.  ("MDC"),  a Nevada
corporation,  entered into an Asset  Purchase and Escrow  Agreement,  whereby it
sold assets and liabilities,  valued at $368,178, to the Company in exchange for
9,000,000 shares of Courtleigh's common stock.

Courtleigh had minimal assets and liabilities at the date of the acquisition and
did not  have  operations  prior to the  acquisition.  Therefore,  no pro  forma
information is presented.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting  principles which contemplate  continuation of the
Company as a going  concern.  However,  during the period from  February 3, 1999
(inception) to September 30, 1999 and the three months ended  September 30, 1999
the  Company  incurred  net  losses of  $5,953,614  (unaudited)  and  $2,543,700
(unaudited),  respectively,  and it had negative  cash flows from  operations of
$3,157,546  (unaudited)  for the period from  February 3, 1999 to September  30,
1999. These factors raise substantial doubt about the Company's ability to 2000.

Continue as a going concern.

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three Months Ended September 30, 1999 (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued)

Basis of Presentation (Continuation)

Recovery of the Company's assets is dependent upon future events, the outcome of
which is  indeterminable.  Successful  completion of the  Company's  development
program  and its  transition  to the  attainment  of  profitable  operations  is
dependent  upon the Company  achieving a level of sales  adequate to support the
Company's  cost  structure.  In addition,  realization of a major portion of the
assets in the  accompanying  balance  sheets  is  dependent  upon the  Company's
ability to meet its financing  requirements and the success of its plans to sell
products.  The financial  statements do not include any adjustments  relating to
the  recoverability  and classification of recorded asset amounts or amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue in existence.

In addition to the  capital  raised as of  September  30, 1999  through  private
equity offerings, (See Note 5) the Company is currently negotiating with certain
investors about raising additional capital through private placement  offerings.
Unless the Company raises additional funds,  either by debt or equity issuances,
management  believes that its current cash on hand will be insufficient to cover
its working  capital needs until the Company's sales volume reaches a sufficient
level to cover operating expenses.

Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and liabilities at the date of the financial  statements,  as
well as the  reported  amounts of revenues  and  expenses  during the  reporting
period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the purpose of the  statements  of cash flows,  the  Company  considers  all
highly-liquid  investments purchased with original maturities of three months or
less to be cash equivalents.

Development Stage Enterprise

The Company is a development  stage company as defined in Statement of Financial
Accounting  Standards  ("SFAS") No. 7,  "Accounting and Reporting by Development
Stage  Enterprises."  The Company is devoting  substantially  all of its present
efforts to establish a new business,  and its planned principal  operations have
not yet commenced. All losses accumulated since inception have been considered

as part of the Company's development stage activities.

The accompanying notes are an integral part of these financial statements

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three Months Ended September 30, 1999 (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising

The Company expenses  advertising  costs as incurred.  Advertising costs for the
three months ended September 30, 1999 were $824,750.  Advertising  costs for the
period from  February 3, 1999  (inception)  to September  30, 1999 were $938,771
(unaudited).

Furniture and Equipment

Furniture and equipment are recorded at cost.  Depreciation and amortization are
provided using the straight-line method over estimated useful lives as follows:

Furniture and equipment             7 years
Computer hardware and software      3 years
Leasehold Improvements  10 months (lease term)

Maintenance and minor replacements are charged to expense as incurred. Leasehold
improvements  are  amortized  over the lease  period or the  useful  life of the
asset, whichever is shorter.

Impairment of Long-Lived Assets

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  Recoverability  of assets to be held and used is measured by a
comparison  of the  carrying  amount  of the  assets to  future  net cash  flows
expected to be  generated  by the  assets.  If the assets are  considered  to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount exceeds the fair value of the assets. To date, no impairment has
occurred.

Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the  recognition of deferred tax assets and  liabilities for the expected future
tax  consequences of events that have been included in the financial  statements
or tax returns. Under this method,  deferred income taxes are recognized for the
tax consequences in future years of differences  between the tax bases of assets
and liabilities and their financial  reporting  amounts at each period end based
on enacted tax laws and statutory  tax rates  applicable to the periods in which
the differences are expected to affect taxable income.  Valuation allowances are
established,  when  necessary,  to reduce  deferred  tax  assets  to the  amount
expected to be  realized.  The  provision  for income taxes  represents  the tax
payable for the period and the change  during the period in deferred  tax assets
and liabilities.

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three  Months  Ended  September  30,  1999  (unaudited)  OTE 2 - SUMMARY  OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Loss per Share

For the period from February 3, 1999  (inception)  to September 30, 1999 and for
the three months ended  September  30, 1999,  the Company  adopted SFAS No. 128,
"Earnings  per  Share."  Basic  loss per  share is  computed  by  dividing  loss
available to common stockholders by the weighted-average number of common shares
outstanding.  Diluted loss per share is computed similar to basic loss per share
except that the  denominator  is increased  to include the number of  additional
common shares that would have been  outstanding  if the potential  common shares
had been issued and if the additional outstanding common shares were dilutive.

For the period from February 3, 1999  (inception)  to September 30, 1999 and the
three  months  ended  September  30,  1999,  the  Company  incurred  net losses;
therefore, basic and diluted loss per share are the same.

Stock Split

On February 22, 1999, the Company  effected a one-for-13  reverse stock split of
its common stock. All share and per share data have been retroactively  restated
to reflect this stock split.

On September 14, 1999,  the Company  effected a  two-for-one  stock split of its
common  stock.  All per share data have been  retroactively  restated to reflect
this stock split.

Fair Value of Financial Instruments

The Company  measures its financial  assets and  liabilities in accordance  with
generally accepted accounting principles. For certain of the Company's financial
instruments, including cash and cash equivalents, notes receivable employee, and
accounts payable and accrued  expenses,  the carrying  amounts  approximate fair
value due to their short maturities.

Concentrations of Credit Risk

The   financial   instrument   which   potentially   subjects   the  Company  to
concentrations  of credit risk is cash.  The  Company  places its cash with high
quality financial  institutions,  and at times it may exceed the Federal Deposit
Insurance  Corporation  $100,000  insurance  limit.  As of  September  30, 1999,
uninsured  portions  held at the financial  institutions  aggregated to $340,345
(unaudited).

Recent Issued Accounting Pronouncements

In February 1998, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 132,about  "Pensions and Other  Post-Retirement  Benefits." The Company does
not expect  adoption of SFAS No. 132 to have a material  impact,  if any, on its
financial position or results of operations.

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three Months Ended September 30, 1999 (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements (Continued)

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," is
effective for financial  statements  with fiscal years  beginning after June 15,
1999. SFAS No. 133 establishes accounting and reporting standards for derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for hedging activities.  The Company does not expect adoption of
SFAS No. 133 to have a material  effect,  if any, on its  financial  position or
results of operations.

SFAS No. 134,  "Accounting  for  Mortgage-Based  Securities  Retained  after the
Securitization   of  Mortgage  Loans  Held  for  Sale  by  a  Mortgage   Banking
Enterprise," is effective for financial statements with the first fiscal quarter
beginning  after December 15, 1998. The Company does not expect adoption of SFAS
No. 134 to have a material effect, if any, on its financial  position or results
of operations.

SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical Corrections,"
is effective for financial statements with fiscal years beginning February
1999. This statement is not applicable to the Company.

In June 1999,  the FASB issued SFAS No.  136,  "Transfer  of Assets to a Not for
Profit  Organization or Charitable Trust that Raises or Holds  Contributions for
Others." This statement is not applicable to the Company.

In June  1999,  the  FASB  issued  SFAS  No.  137,  "Accounting  for  Derivative
Instruments  and Hedging  Activities."  The Company does not expect  adoption of
SFAS No. 137 to have a material  impact,  if any, on its  financial  position or
results of operations.

Comprehensive Income

For the period from February 3, 1999  (inception)  to September 30, 1999 and for
the three months ended September 30, 1999, the Company adopted SFAS No. 130,

 "Reporting  Comprehensive  Income." This  statement  established  standards for
reporting  comprehensive  income and its  components  in a financial  statement.
Comprehensive  income as defined  includes  all changes in equity  (net  assets)
during a period  from  non-owner  sources.  Examples  of items to be included in
comprehensive  income,  which are  excluded  from net  income,  include  foreign
currency  translation  adjustments and unrealized  gains and losses on available
for sale  securities.  Comprehensive  income is not  presented in the  Company's
financial  statements  since  the  Company  did not  have  any of the  items  of
comprehensive income in the periods presented.

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three Months Ended September 30, 1999 (unaudited)

NOTE 3 - FURNITURE AND EQUIPMENT

        Furniture and equipment consisted of the following:

                                                            September 30, 1999

                                                                     (unaudited)

        Furniture and equipment                                  $93,327
        Computer hardware and software                           612,750
        Leasehold improvements                                    21,508


                                                                         727,585

        Less accumulated depreciation and amortization          (126,699)

                      Total                                     $600,886

       Depreciation  and  amortization  expense for the period from  February 3,
       1999 (inception) to September 30, 1999 was $126,699 (unaudited).

NOTE 4 - COMMITMENTS

     Leases

     The Company  leases  certain  facilities  for its corporate and  operations
     offices under  long-term,  non-cancelable  operating lease  agreements that
     expire through March 31, 2003.

     Future minimum  aggregate  lease payments  under  non-cancelable  operating
     leases with initial terms of one year or more at September 30, 1999 were as
     follows:

             Years Ending
             December 31,

                2000                         $186,077
                2001                         $191,591
                2002                         $197,104
                2003                          $49,620

                       Total                 $624,392

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

for the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three Months Ended September 30, 1999 (unaudited)

NOTE 4 - COMMITMENTS (Continued)

Leases (Continued)

Rent  expense  for the  three  months  ended  September  30,  1999  was  $91,514
(unaudited);  rent expense for the period from February 3, 1999  (inception)  to
September 30, 1999 was $170,138 (unaudited).

Employment Agreement

During the period from February 3, 1999  (inception)  to September 30, 1999, the
Company  entered into three new employment  agreements  with key officers of the
Company.  These  officers  will  receive a combined  annual  salary of  $370,000
(unaudited), a monthly personal allowance of $3,000, and all automobile expenses
paid.

NOTE 5 - STOCKHOLDER'S EQUITY

Common Stock

In December  1998,  the Company  entered into an agreement  with MDC to purchase
certain assets in exchange for 9,000,000 shares of common stock.

In February 1999, the Company entered into an agreement to issue an aggregate of
500,000  shares of common stock for legal  services  rendered or to be rendered.
The  shares  were to be  issued  according  to three  stages of  completion.  In
connection with the issuance of the common stock,  the Company  recorded $43,078
of legal  expenses and $56,922 as a prepaid  asset in the  accompanying  balance
sheet.

In August 1999 and September  1999,  the Company issued 159,722 shares of common
stock for a total consideration of $1,057,298, net of offering costs.

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three Months Ended September 30, 1999 (unaudited)

NOTE 5 - STOCKHOLDERS' EQUITY (Continued)

Private Placement

In February 1999, the Company entered into a subscription  agreement to offer up
to $900,000 worth of shares of common stock for 1,333,332  shares and $2,300,000
worth of  options  to  acquire  units to  accredited  investors.  Each  unit was
comprised of one share of the Company's  common stock (or 1,200,000  shares) and
0.5 warrant at an exercise  price of $2.50 per share.  The  warrants  are deemed
granted below market value,  for which an expense of $693,000 has been recorded.
The warrants may be  exercised,  commencing  upon the date the Company  closes a
public  offering of its stock pursuant to a Registration  Statement  registering
the shares  underlying  the warrants and  terminating  30 days  thereafter.  The
warrant  holders  have the right to demand  registration  of the  shares if such
shares have not been  registered by January 1, 2000.  In addition,  the warrants
are  callable  at the  option of the  Company on and after the date that (i) the
shares  underlying  the warrants are  registered  and (ii) the Company's  common
stock is traded on any exchange,  at a Market Price, as defined below,  equal to
or exceeding $10.00 per share for 10 consecutive  trading days. The Market Price
shall be the  closing  bid  price  of the  common  stock.  A total  offering  of
$2,900,000, net of offering costs, was completed as of September 30, 1999.

Stock options were granted in connection with the private placement, granting an
aggregate  of 290,836  shares at  exercise  prices of $50,000 and  $75,000.  The
options were  granted  below  market,  for which an expense of $864,336 has been
recorded.

Stock Option Plan

The Company's  Board of Directors  adopted the Option  Agreement and Certificate
(the  "Agreement")  in order to issue  options to purchase  common  stock of the
Company to certain  employees,  commencing on April, 9, 1999. These options took
two forms: a Series A option and a Series B option.

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

for the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three Months Ended September 30, 1999 (unaudited)

NOTE 5 - STOCKHOLDERS' EQUITY (Continued)

Stock Option Plan (Continued)

The Series A options grant their  holders the right to purchase  common stock of
the  Company  at $4.50 per share.  Each  Series A option is  exercisable  on the
latter of the  following:  (i) the option holder has been employed  full-time by
the  Company  for six  months  or  (ii)  April  2,  2000.  Once  the  option  is
exercisable,   one-fifteenth   of  the  share  granted  by  the  option  becomes
exercisable each month.  The option  terminates two years after it first becomes
exercisable  or within  three years from the date of issuance.  However,  if the
option holder is terminated  for violating the Company's  employee  manual,  the
option  holder  loses all  rights in all vested and  non-vested  option.  If the
option holder's  employment with the Company is terminated for any other reason,
the holder retains all vested options,  but all non-vested  options  immediately
terminate.  In addition, the non-vested options automatically terminate if there
is a change in control of the Company.

In addition, the options are not assignable.

The Series B options are substantially  similar to the Series A options with the
following differences:  (i) the option holder does not lose all rights in vested
and non-vested  options if his or her employment is terminated for violating the
Company's  employee  manual;  (ii) the option  holder agrees not to work for any
company developing  Internet technology for six months following any termination
of  employment  with the  Company;  and  (iii)  the key  officer's  options  are
assignable for the express  purpose of attracting  key  management  personnel to
work for the Company.

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and for
the Three Months Ended September 30, 1999 (unaudited)

NOTE 5 - STOCKHOLDERS' EQUITY (Continued)

Stock Option Plan (Continued)

During the period from February 3, 1999  (inception)  to September 30, 1999, the
Company  issued stock options to employees when the exercise price was less than
the fair  value of the  Company's  stock at the date of the grant.  The  Company
incurred  compensation expense of $699,067,  of which $455,115 is recorded as of
September 30, 1999 (unaudited),  and the remainder will be expensed according to
the vesting period of the options.

NOTE 6 - INCOME TAXES

As of September 30, 1999, the Company had approximately  $5,953,614  (unaudited)
in net operating  loss  carryforwards  that may be offset against future taxable
income.  No  provision  for income  taxes for the period  from  February 3, 1999
(inception) to September 30, 1999 has been made, except for minimum state taxes,
since the Company  incurred a loss during the period.  The  deferred  income tax
benefit of the loss  carryforward  is the only  significant  deferred income tax
asset or liability of the Company.  It has been offset by a valuation  allowance
of the same amount since management does not believe the  recoverability of this
deferred tax asset is more likely than not. Accordingly,  no deferred income tax
benefit has been recognized in these financial statements.

Note 7 - YEAR 2000 ISSUE

The Company has  conducted a  comprehensive  review of its  computer  systems to
identify the systems that could be affected by the Year 2000 Issue.

The issue is whether  computer  systems will properly  recognize  date-sensitive
information  when  the  year  changes  to  2000.  Systems  that do not  properly
recognize such  information  could generate  erroneous data or cause a system to
fail.  The Company is  dependent  on computer  processing  in the conduct of its
business activities.

The accompanying notes are an integral part of these financial statements.

STOCKUP.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

For the Period from February 3, 1999  (Inception)  to September 30, 1999 and For
the Three Months Ended September 30, 1999 (unaudited)

NOTE 7 - YEAR 2000 ISSUE (Continued)

Based on the  comprehensive  review  of the  computer  systems,  management  has
determined that the Company's  computer  system will not be materially  affected
and  does  not  believe  the  cost of  implementation  will be  material  to the
Company's financial position and results of operations.

Externally, the Year 2000 Issue may impact other entities with which the Company
transacts business. The Company cannot predict the effect of the Year 2000 Issue
on such  entities,  nor  their  effect  on the  Company.  With  regard  to those
companies  that the Company does  business  with on a daily  basis,  the Company
cannot  guarantee that they will be vigilant about their Year 2000 Issue plan of
action.

In the event that the Company does experience Year 2000 Issue problems, it could
result in material  losses from  operations  and a  reduction  of the  Company's
working  capital.  Management is unable at this time to quantify the impact that
the Year 2000  Issue  could have on the  Company's  results  of  operations  and
financial condition.

NOTE 8 - SUBSEQUENT EVENTS (UNAUDITED)

As of November 30, 1999,  the Company is offering up to 2,000,000  shares of its
common  stock at $6.00 per share only to  investors  who qualify as  "accredited
investors". Single investors who provide $1,000,000 receive a price of $5.00 per
share.  Investors who provide at least $18,000 shall also receive a warrant with
a two-year term exercisable at $10.00.

The accompanying notes are an integral part of these financial statements.

PART 1 - FINANCIAL INFORMATION

Item 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND PLAN OF OPERATION

The following is  management's  discussion  and analysis of StockUp's  financial
condition  and plan of  operation.  Detailed  information  is  contained  in the
financial statements included with this document.  This section contains forward
looking statements that involve risks and  uncertainties,  such as statements of
the Company's  plans,  objective,  expectations  and intentions.  The cautionary
statements  made in this  document  should  be read as being  applicable  to all
related forward- ooking statements wherever they appear in this document.

The Company

Courtleigh Capital, Inc., a Kansas corporation,  was incorporated under the laws
of the State of Colorado as ANCR, Inc. on July 30, 1985. On July 23, 1987, ANCR,
Inc. changed its name to CEA Lab, Inc. and reincorporated on October 16, 1995 in
the State of Kansas as CEA Lab,  Inc.  On  September  12,  1997,  it amended its
articles to change its name to Courtleigh Capital, Inc. Courtleigh Capital, Inc,
commenced   trading  during  December,   1998  under  the  symbol  CTLH  on  the
Over-the-Counter  Bulletin Board. On February 2, 1999,  Courtleigh Capital, Inc.
changed its name to StockUp.com,  Inc.  StockUp.com,  Inc. a Kansas  corporation
formerly  Courtleigh Capital,  Inc.  reincorporated in the State of Nevada using
the name StockUp.com,  Inc. (the term the "Company" shall refer to the surviving
Nevada corporation). The Company changed its trading symbol to SKUP effective as
of February 22, 1999. On September 14, 1999, the Company  effected a two-for-one
forward stock split. All share amounts set forth in this Form 10QSB reflect this
stock split.

The Company uses  Microsoft's  operating  platform to develop  second-generation
Internet  technology(,  which is located on its servers and accessible  from the
Internet.  The Company owns,  and is  developing,  a system of modular  software
products (i.e.), desktop applications that may be deployed independently or in a
single,  integrated  system)  designed to increase traffic and user retention on
Internet websites deploying the technology.

The  company's  goal  is  to  offer  users  software  products  that  provide  a
customizable,  interactive, and dynamic Internet experience compared to existing
static portal models residing on the World Wide Web.  Although the Company is in
the process of developing other second-generation  Internet technology( products
including a financial website and interactive  agent technology,  management has
decided to incorporate various aspects of the financial website into its desktop
portal  products and  emphasize  the  development  for these  technologies.  The
Company  is  a  Microsoft  Certified  Solutions  Provider,  and  has  based  its
technologies  on Microsoft's  operating  system.  The company  employs more than
twenty programmers and animators.

Plan of Operation

From its inception to date, the Company has incurred costs  associated  with the
development  and launch of its products,  probable  markets,  and business.  The
Company has established  relationships with information providers which increase
the quality  and  marketability  of the  Company's  products.  While there is no
assurance,  management  believes  that  the  Company's  products  will  commence
generating revenues during the first quarter 2000.

The Company has financed its  operations  to date through the sale of its common
stock.  Since  inception  through August 1, 1999, the company issued  12,702,358
shares.  The Company  raised $2.9  million  from four  accredited  investors  as
follows:  (i) February  1999 ("the  February  Offering") - Issuance of 1,333,332
shares in  exchange  for  $900,000;  and (ii) May and June 1999  ("the  May/June
Offering") - Issuance of options  under Rule 506 of  Regulation  D,  promulgated
under Section 4 (2) of the Securities Act of 1933, to acquire units comprised of
1.2 million  shares and 600,000  warrants  exercisable  at $2.50 per share,  and
options to acquire 290,836 shares at an aggregate  exercise price of $125,000 in
exchange for $2.0 million cash. The February,  1999 Offering was conducted under
Rule 504. It provided the necessary seed capital to commence  implementation  of
the Company's  business plan.  The May/June  Offering was primarily an option to
participate  in a unit offering of restricted  stock and warrants.  1,200,000 of
these shares are currently restricted and subject to a demand registration right
as of January 1,  2000.  The  1,200,000  shares  and the shares  underlying  the
600,000 warrants are subject to reasonable  underwriter trading  restrictions in
the event of a public  offering.  These investors  holding these  securities are
also entitled to  anti-dilution  rights in the event the Company issues stock at
less than $2.50 per share.

The Company is currently  conducting a private offering of its securities.  From
August 1, 1999 through September 30, 1999, the Company has issued 159,722 shares
of common stock for a total  consideration  of $1,057,298 net of offering costs.
As of  September  30,  1999,  the  Company  has  12,862,080  shares  issued  and
outstanding.

From  inception  through  September,  1999, the Company's  selling,  general and
administrative  expenses  were  $4,496,318.  In addition  the  Company  incurred
financing expenses of $1,557,335.  These expenses are partially offset by income
from  investments  in the amount of $17,557,  miscellaneous  income of $660, and
debt  forgiveness  in  the  amount  of  $81,822,  resulting  in a  net  loss  of
$5,953,614.

For the three months ended  September 30, 1999, the Company's  selling,  general
and administrative expenses were $2,552,652. These expenses are partially offset
by investment income of $8,292 and  miscellaneous  income of $660 resulting in a
net loss of $2,543,700.

As of  September  30,  1999,  the  Company had  current  assets of $558,631  and
$668,642 in furniture, equipment, and other assets, resulting in total assets of
$1,227,273. The Company's current liabilities were $742,961.

Liquidity and Capital Resources

The Company has generated  minimal  revenues and does not anticipate  generating
revenue  until the first quarter of year 2000.  The Company does not  anticipate
its financial operations reaching the breakeven point until January, 2001 at the
earliest. As a result, the Company's sole source of capital during 1999 shall be
investment capital provided by third parties.  Further,  the Company anticipates
it will require additional  capital  contributions to fund its operations during
the year 2000. On June 21, 1999, the Company commenced a private offering of its
securities to raise up to $12 million.

Year 2000

The Company has begun to address  possible  remedial  efforts in connection with
computer  software  that could be affected by the Year 2000 ("Y2K")  problem.The
Y2K problem is the result of computer  programs  being  written using two digits
rather  than  four to  define  the  applicable  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could  result  in  a  major  system   failure  or
miscalculation.

The Y2K  problem  can  affect any modern  technology  used by a business  in the
course  of its day.  Any  machine  that uses  embedded  computer  technology  is
susceptible to this problem,  including for example,  telephone systems, postage
meters  and  scales,  and of  course,  computers.  The  impact on a  company  is
determined to a large extent by the company's  dependence on these  technologies
to perform their day to day operations.

Internally,  the  Company  has  begun  reviewing  all  such  equipment  and  has
determined that many of its systems are Y2K compliant.  The Company  anticipated
that all system and software will be fully reviewed and brought into  compliance
by November 1999. If certain systems are not brought up to Y2K compliance by the
end of November 1999, then the  non-compliant  technology will be disabled so as
not to have an impact on the systems that are  compliant.  Any such events would
not have a serious impact on the Company's day to day operations,  nor would any
valuable information be lost. The Company backs up all computer systems daily to
protect against data loss.

The costs of bringing the Company's  technology up to Y2K compliance is expected
to be less than  $5,000.  This is  because  the  majority  of the  "patches"  or
programs  designed to make  software  Y2K  compliant  can be  obtained  over the
Internet  from  manufacturers  for  little or no cost and the  Company  does not
expect to rely heavily on outside  consultants to upgrade its systems as most of
the work can be performed in-house.

Note

Detailed information is contained in the financial statements  accompanying this
document (see Item 1). This section  contains  forward-looking  statements  that
involve risks and  uncertainties,  such as statements of the Company's  business
plans, objectives,  expectations, and intentions. The cautionary statements made
in  this   document   should  be  read  as  being   applicable  to  all  related
forward-looking  statements wherever they appear. The tables contained in Item 1
set forth,  for the period  indicated,  selected  financial  information  of the
Company.  All share data has been adjusted for a 2-for-1  stock split  effective
September 14, 1999.

PART 11. OTHER INFORMATION

Item  1. Legal Proceedings

None.

Item  2. Changes in Securities and Use of Proceeds

Item  3. Defaults upon Senior Securities

None.

Item  4. Submission of Matters to a Vote of Security Holders

None

Item  5. Other Information

None.

Item  6. Exhibits and Reports on Form 8-K

(a) Exhibits:
(b) Reports on Form 8-k:

StockUp.com  filed a report on Form 8-K, dated October 5, 1999,  relating to the
resignation of Registrant's Director, Steven Liebowitz.

This exhibit is being filed electronically in the electronic format specified by
EDGAR.

SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

STOCKUP.COM, INC.

(Registrant)

Date:November 29, 1999

By: /S/   Michael Calderone, President

President/Chief Executive Officer

STOCKUP.COM, INC.

INDEX TO EXHIBITS

EXHIBIT
TITLE

NO.

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Financial Data Schedule*......27.1